KHANDELWAL UDYOG LTD Vs. STATE OF MAHARASTRA

JUDGEMENT

(1.) PETITION No. 146 of 1975 by Khandelwal Udyog Ltd. (hereinafter referred to as 'the transferor -company') is for sanctioning the scheme of amalgamation and merger with Acme . (hereinafter called 'the transferee -company'). Petition No. 147 of 1975 is the petition by the transferor -company for sanctioning the scheme by the aforesaid amalgamation and merger. Since a common question arises for determination in these two petitions, they have been, by consent of the parties, heard together and are being disposed of by this common judgment.

(2.) THE transferee -company was incorporated on 29th November, 1919. The transferor -company was incorporated on 25th January, 1960. By virtue of and under their respective memoranda and the articles of association both the transferor and the transferee -companies are entitled to carry on the business of manufacturing iron, brass and other metal products. It is not disputed that their manufacturing and their business activities are analogous and can be combined economically and fruitfully.

(3.) IN these two petitions principal arguments were canvassed on behalf of Tarachand Dhanaji and Phroj Sehorab India by Shri D. R. Zaiwala, the learned counsel, appearing on behalf to the said dissentient shareholders. He was supported by one K. B. Parikh, a shareholder of the transferor -company and by Shri Varvaiyya, learned counsel, appearing on behalf of the Engineering Mazdoor Sabha, a union of workers employed in the transferor -company. The arguments by the workers and the other shareholders referred to above were merely reiteration of the submission made by Shri Zaiwala.